General Terms and Conditions of Business (“GTC”)Terms and Conditions of Sale and Delivery

of Rial Werkzeuggroßhandels GmbH, FN 47937x

Achenstrasse 12, A-6322 Kirchbichl

1. Validity of the General Terms and Conditions (“GTC”)

For the contracts concluded between Rial Werkzeuggroßhandels GmbH (hereinafter also referred to as “Supplier”) and the ordering party, purchaser or client (hereinafter also referred to as “Customer”), in particular purchase contracts, contracts for work and services or other commissioned services (commissioning,

assembly, etc.), the following General Terms and Conditions shall apply exclusively.

The customer submits to the validity of these GTC. If the supplier has a long-term business relationship with the customer, these GTC shall apply even if no special reference is made to their validity. Likewise, these GTC shall apply to all ancillary work associated with the performance of the service. The GTC shall also apply to subsequent orders, even if they are not separately agreed orally or in writing. Verbal agreements with the supplier shall only be effective if they are confirmed in writing by the supplier.

Any provisions deviating from these GTC, in particular those contained in the Supplier’s order confirmation or in separately negotiated contracts, shall take precedence over the GTC. General terms and conditions or forms of the customer shall in no case become part of the contract.

If the customer is a consumer in the sense of § 1 para. 1 no. 2 of the KSchG, the mandatory provisions of the KSchG shall replace the provision in the GTC. However, the remaining provisions of these GTC shall remain unaffected.

2. Conclusion of contract

Communications of the supplier – also at the request of the customer – are subject to change without notice, even if prices, dates and other technical specifications are communicated therein; technical information or solution proposals of the supplier are likewise without guarantee, as are descriptions, samples or specimens. The same shall apply if the Supplier issues only a provisional order confirmation on the basis of an order placed by the Customer.

The contract is concluded with the Supplier’s order confirmation sent to the Customer or, in the absence thereof, with the execution of the delivery to the Customer. In any case, the contract shall also be concluded without the transmission of an order confirmation if the customer accepts the supplier’s offer in writing or signs the supplier’s written order template.

If the order confirmation signed by the customer differs from his order, the order confirmation shall prevail in case of doubt.

3. Delivery

If the order confirmation does not contain any specifications, ex works delivery (according to Incoterms) shall be deemed agreed.

Even if the supplier is contractually responsible for the delivery of the goods, the place of performance shall remain the supplier’s plant or the delivery warehouse expressly named in the order confirmation.

Agreed deliveries require that the delivery road is passable by heavy truck. Even if the supplier takes over the delivery as agreed, the customer shall bear all transport and packaging costs (delivery charge).

The goods shall also be deemed to have been delivered if they are not immediately called off by the customer within a period of 7 working days after the supplier has notified the customer that the goods are ready for dispatch.

The goods shall be insured against damage and loss in transit only upon the written order of the customer at the customer’s expense.

The customer is obliged to check the delivery for correctness and completeness immediately upon handover, but within 4 working days at the latest. The customer shall lose the right to invoke a lack of conformity of the delivery if he fails to inspect it or if he fails to give written notice of a lack of conformity immediately after the point in time at which he could have recognized it if he had inspected it properly, stating the exact nature of the lack of conformity.

Externally visible transport damage must be reported immediately upon receipt of the goods and the nature and extent thereof must be notified to the supplier in writing without delay or noted in detail on the delivery bill or consignment bill on site and countersigned by the supplier to confirm the notice of defect.

The risk of accidental loss and damage shall pass to the customer upon notification of readiness for shipment or in accordance with the applicable clause of the Incoterms.

4. Revocation / Withdrawal / Return of goods

Please note that a return of goods is excluded in principle and we must explicitly agree. We do not offer a right of withdrawal or rescission when selling goods to businesses (b2b). If we have agreed to take back the goods, we shall be entitled, without prejudice to any further claims, to charge any manipulation fees incurred in the amount of 15%. The costs of the return shipment shall be borne by the customer.

If the goods are returned freight collect, we are entitled to retain a corresponding contribution.

5. Default of acceptance

The customer is obliged to accept the delivery at the place of performance and, if applicable, according to the clause of the Incoterms agreed in the contract. The assertion of claims due to delivery contrary to the contract or the fact that the customer was not in a position to inspect the delivery shall not entitle the customer to refuse or postpone acceptance.

If the customer is in default of acceptance (in particular due to non-acceptance after notification of the supplier’s readiness for shipment), the goods shall be shipped at the customer’s expense and risk either (i) stored with the supplier or with a third party, or (ii) shipped to the customer. If the storage takes place at the supplier’s premises, the supplier shall be entitled to charge a fee corresponding to that of a public warehouse. A liability of the

The supplier shall only be liable for the deterioration or loss of the goods stored with him in the event of intent or gross negligence. This shall not affect the rights of the supplier within the meaning of §§ 373 ff UGB.

If the customer does not accept the goods in whole or in part, the supplier may (i) withdraw from the contract after setting a grace period of 14 days and/or (ii) claim damages for non-performance, whereby the Supplier shall be entitled to claim 30% of the respective order amount without proof of damage and fault and, in addition, also compensation for the damage actually incurred, including loss of profit. The same shall apply if the contract is cancelled for other reasons for which the supplier is not responsible.

6. Force majeure

Force majeure and other unforeseeable hindrances or hindrances beyond the supplier’s control, such as labor disputes, traffic disruptions, etc., as well as accidents for which the supplier or its sub-suppliers are not responsible, shall release the supplier from the obligation to deliver for the duration of their effects, even if they occurred at one of the sub-suppliers; in this case, the supplier shall not be subject to any consequences of default.

7. Delivery dates

All delivery dates and delivery periods are non-binding and are subject to unforeseeable events and hindrances. The running of delivery periods begins (i) upon receipt of the Supplier’s order confirmation by the Customer; or (ii) in the absence of order confirmation, upon notification to the customer of the supplier’s readiness for dispatch. If the Supplier’s offer accepted by the Customer or the Supplier’s written order submission or the order confirmation sent to the Customer already contains a delivery date instead of a delivery period, this shall apply and shall take precedence over the provisions in (i) and (ii) before. If an agreed delivery date or an agreed delivery period is exceeded by more than 6 weeks or if goods are delivered in smaller quantities within this period, the supplier shall be in default and the customer shall set a grace period of at least 6 weeks for the delayed goods. In the event of fruitless expiry of this subsequent delivery period, the customer may withdraw from the contract if he has notified the withdrawal with the setting of the subsequent delivery perio

Delivery periods that have been set in motion in accordance with item 6.1 shall be interrupted by the circumstances listed below and shall only continue after the reason for interruption has ceased to exist: breach of the customer’s duty to cooperate or other breaches of contract by the customer under this or another contract, suspension, interruption or delay by the upstream supplier in supplying the supplier, technical breakdowns in production and transport facilities and all cases of force majeure in accordance with item 5.

If one of the reasons mentioned in clause 6.2 lasts longer than two months, both the supplier and the customer are entitled to terminate the contract by unilateral written declaration. The customer does not have this right (any more), (i) if he is responsible for the interruption; or (ii) wenn der Lieferant den Kunden vom Wegfall des Hindernisses verständigt und die Lieferung innerhalb angemessener Frist angekündigt hat.

8. Partial deliveries

Unless expressly agreed otherwise, the supplier is permitted to make partial deliveries which are to be accepted and paid for by the customer. The resignation

from the contract or any other dissolution of the contract shall not cancel the contract for the partial deliveries already executed, unless the reason for the withdrawal from the contract or the dissolution of the contract also covers the partial deliveries already executed.

9. Warranty

The supplier warrants that the delivery corresponds to the quality specified in the order confirmation.

If the order confirmation does not contain any information on the quality of the goods or if the delivery is made without an order confirmation, the supplier warrants that the goods are of the quality specified in the offer or in the supplier’s written order template, or, in the absence of an offer or a written order template, that the goods are of a quality or performance which is customary for goods of the same type at the place of manufacture and which can also reasonably be expected by the customer.

Descriptions of goods in an advertisement or in other public statements do not constitute a description of the quality of the goods. If the customer has received a sample, the goods are as agreed if they correspond to the sample.

Deviations in dimension, weight or quality are permissible within the framework of the agreed standards or those existing in the supplier’s country. The same applies to the usual tolerances when determining quantities according to arithmetical principles.

For goods designated as inferior quality, such as “second choice”, the warranty is accordingly limited to the characteristics to be expected according to the special marking of the goods.

No guarantee is given for deviations in the colour nuances of the goods due to production and material.

For the determination of the conformity with the contract and the beginning of the warranty period, the point in time of delivery or acceptance according to point 3 or – in the case of dispatch – the point in time of handover to the first carrier is decisive; this also applies if the dispatch is carried out by the supplier. In any case, the warranty period of goods delivered to customers shall correspond to the period granted by the manufacturer of the goods to the supplier and of which the customer has been informed; rectification of defects shall not lead to their extension.

If a timely notice of defect has been given and the lack of conformity of the goods has been proven by the customer, the supplier shall be entitled to remedy the lack of conformity within a reasonable period of time by remedying the defect in the delivery (improvement) or by replacement delivery (exchange). Travel costs shall not be reimbursed by the supplier even if they are incurred by the customer in connection with a warranty case. This applies both in cases where the supplier carries out the improvement or replacement of the goods and when the customer carries out these measures himself, even justifiably. If the improvement or replacement is impossible or involves a disproportionately high effort for the supplier, the customer can only demand the cancellation of the contract. A claim for reduction of the price is excluded. The supplier is entitled to make several attempts at improvement. The customer is only entitled to return goods with the written consent of the supplier. This is credited in all cases with a maximum of 90% of the remuneration actually paid. The customer shall bear the transport costs incurred and the transport risk.

If the supplier is at fault for the lack of conformity, the customer may claim damages only in the form of improvement or replacement. If such an improvement of the delivery or the replacement is impossible or with a

disproportionate effort, the customer may only claim damages in money if the supplier itself is guilty of intent or gross negligence. Compensation for consequential harm caused by a defect is also only permissible under this restriction.

The warranty claim expires in case of modification, processing or improper handling of the delivered goods. The Supplier shall not be liable for any costs incurred by the Customer or a third party commissioned by the Customer to remedy defects without the prior written consent of the Customer.

The application of the special right of recourse pursuant to § 933b ABGB is excluded.

10. Declarations of the manufacturer

Warranty declarations of the manufacturer of the goods, even if passed on by the supplier, only substantiate claims against the manufacturer.

The supplier is not liable for the correctness of information on handling, operation and running, insofar as such is contained in brochures, technical descriptions or other instructions; these are the responsibility of the manufacturer or the importer, in the case of the importer, insofar as the supplier is not also an importer himself.

11. Damages

The Supplier shall only be liable to pay damages due to a breach of the obligation assumed under the contract or an obligation existing under the law if it is guilty of intent or gross negligence. The proof of this shall be incumbent on the customer; the same shall apply to compensation for consequential harm caused by a defect.

Excluded are claims for compensation of lost profit as well as claims for compensation of expenses for business interruption, loss of production or indirect damage due to the delivery of goods that are not in conformity with the contract.

The contract concluded between the parties does not contain any protective obligations in favour of third parties. This shall also apply if it is foreseeable that a third party will be the recipient of the performance or that a third party will come into contact with the goods.

The claim for damages expires in any case with the processing or reprocessing of the delivery or its resale without the supplier having been given the opportunity to examine the lack of conformity with the contract.

10.5 Insofar as the Supplier provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by it, this shall be done free of charge and to the exclusion of any liability.

12. Product liability

Excluded from the restrictions provided for under point 10. is the non-derogable liability for defective products, insofar as a person is injured, killed or suffers damage to health as a result.

Liability for property damage resulting from a product defect, for all companies involved in the manufacture, import and distribution, is excluded. The customer undertakes to transfer this exclusion of liability to its customers as well. Claims for recourse within the meaning of the statutory provisions determined in accordance with the preceding paragraph are excluded unless the party entitled to recourse proves that the defect was caused in the sphere of the supplier and was at least due to gross negligence. Recourse claims of the customer against the suppliers (in particular according to § 12 PHG) are excluded.

13. Prices and terms of payment

Unless otherwise agreed, the supplier’s prices are ex works or ex the delivery warehouse specified in the offer, in the supplier’s written order template or in the order confirmation sent to the customer, excluding packaging, transport insurance, freight and assembly costs. All prices are in euros, excluding the statutory value added tax. Deliveries and services not included in the prices shall be charged according to actual material and time expenditure. For the delivery of very small quantities, surcharges shall be charged to compensate for the additional expenditure.

The supplier reserves the right to demand payments on account or advance payments from the customer – even before the delivery is carried out.

Taxes, contract fees, export and import duties as well as implementation fees, customs and customs charges, official commission fees and the like shall be borne by the customer.

The supplier’s prices are based on the wage and material costs applicable at the time of the order confirmation; if these increase between the time of the conclusion of the contract and the execution of the order, the supplier shall be entitled to do so,

(i) pass on these increases to the customer; or (ii) to withdraw from the contract. The same applies to other increases due to taxes, customs duties or transport tariffs which cannot be influenced by the supplier.

All prices are based on the time of the offer submitted by the supplier to the customer or the time of the customer’s signing of the written order submission. In the absence of an offer or a written order submission or the order confirmation sent by the supplier to the customer or in the absence of an order confirmation, the price applicable shall be that which was valid at the end of the previous month before delivery.

If the delivery is to be made more than two months after the conclusion of the contract or if the delivery takes place later than two months after the conclusion of the contract for reasons for which the supplier is not responsible (i.e. in particular for the reasons mentioned in point 5), the supplier may demand the price shown in the price list at that time instead of the price originally determined. The supplier is entitled to an adjustment of the price until delivery (i) in the event of a change in exchange rates; and (ii) in the case of additional costs caused by an incomplete load, complication or hindrance of the freight and transport conditions and (iii) in the event of a change in the transport route due to circumstances for which the Supplier is not responsible; and (iv) in the event of a change in freight rates, taxes, duties and charges, insofar as the Supplier has undertaken the dispatch (Item 3) itself. The adjustment of the price shall be made in accordance with the change in these cost components and in proportion to their share in the price.

Payments can only be made with debt-discharging effect to the paying agent(s) designated in the invoice; payments to agents or deliverers do not release the customer from his obligation to pay. The supplier’s invoices are due for payment without deductions at the time of delivery, but in any case upon receipt of the invoice. The

Fälligkeit tritt unabhängig davon ein, ob der Kunde Gelegenheit hatte, die Lieferung zu kontrollieren oder ob er Mängel und Schäden an der Lieferung geltend macht.Maturity occurs irrespective of whether the customer has had the opportunity to inspect the delivery or whether he claims defects and damage to the delivery. If delivery is made in parts, the supplier shall be entitled to issue partial invoices. The supplier has the right to demand advance payments or security for payment.

The customer shall only be entitled to cash discounts if these have been expressly agreed in writing. Discounts from partial invoices already paid shall lapse in the event of default with further partial invoices or the total invoice.

If there is a plurality of due claims, payments by the customer shall be credited against the oldest claim in each case. In relation to the individual claims, the costs associated with the collection of the claim are repaid first, then the interest and finally the capital. A deviating dedication of the payment by the customer is ineffective.

In the event of a delay in payment for which the customer is responsible, interest on arrears shall be payable at a rate of 9.2% above the base rate. Daneben ist der Lieferant berechtigt, die Auflösung des Vertrages ganz oder in Teilen zu begehren.In addition, the supplier is entitled to request the termination of the contract in whole or in part.

Without the written consent of the supplier, the customer shall not be entitled to discharge its payment obligation by offsetting it against other claims or to withhold payment for any reason whatsoever.

14. Retention of title

All goods and deliveries remain the property of the supplier until they have been paid for in full. Furthermore, the supplier retains ownership of its goods (even if these specific goods have been paid for) until all claims arising from the business relationship have been paid; the claims also include all ancillary claims.

If the claims from the delivery are included in a current invoice, the reserved property shall secure the highest outstanding balance.

Should the retention of title expire, the ownership of the goods shall pass to the supplier upon processing, blending or mixing, who shall accept the transfer of ownership. Der Kunde bleibt in diesem Fall unentgeltlicher Verwahrer.In this case, the customer remains the custodian free of charge.

If goods subject to retention of title are resold by the customer, his purchase price claim shall take the place of the retained title. This is assigned to the supplier at the time it arises. He acquires ownership of incoming funds in the form of the title deed by the customer. The customer shall note the fact of this assignment in its books and on the outgoing invoices and notify the recipient of the goods thereof.

The customer shall adequately insure the goods subject to retention of title against fire, theft, damage by third parties, floods and mudslides or shall be liable for the damage. He shall assign the claim under the insurance contract to the supplier and notify the insurer thereof. The customer is prohibited from establishing contractual security interests in the goods subject to retention of title. Werden die unter Eigentumsvorbehalt stehenden Waren von Vollstreckungshandlungen erfasst, so hat der Kunde das Vollstreckungsorgan auf das Fremdeigentum hinzuweisen und den Lieferanten spätestens innerhalb von 24 Stunden davon zu informieren.If the goods subject to retention of title are subject to enforcement actions, the customer shall notify the enforcement body of the third-party ownership and inform the supplier thereof within 24 hours at the latest.

If the customer defaults on payment of the remuneration secured by the retention of title, the supplier shall be entitled to take possession of the goods subject to retention of title at any time, even if the contract has not yet been terminated (right of repossession).

15. Credits

Credit notes are computer-generated and provided with sequential numbers and dates. It is agreed that credit notes are valid for 3 years from the date of issue. Credit notes submitted late will be forfeited.

16. Place of performance, place of jurisdiction, applicable law

For delivery and payment, the place of performance shall be the supplier’s registered office even if the handover takes place at another location as agreed.

Für den Fall von Streitigkeiten, welche sich aus diesen AGB oder einem mit dem Lieferanten geschlossenen Vertrag ergeben oder sich auf die Verletzung, Auflösung oder Nichtigkeit der AGB oder des Vertrages beziehen, einschließlich Streitigkeiten über das Bestehen oder Nichtbestehen der gegenständlichen AGB oder eines Vertrages mit dem Lieferanten vereinbaren die Vertragsteile die ausschließliche Zuständigkeit des sachlich zuständigen Gerichtes in Kufstein, Österreich.In the event of disputes arising from these GTC or a contract concluded with the Supplier or relating to the violation, dissolution or invalidity of the GTC or the contract, including disputes about the existence or non-existence of the present GTC or a contract with the Supplier, the contracting parties agree on the exclusive jurisdiction of the competent court in Kufstein, Austria. Irrespective of this, the Supplier shall be entitled, at its discretion, to bring an action against the Customer before the ordinary court having subject-matter jurisdiction over the Customer’s registered office.

All questions of interpretation of these GTC or of all contracts concluded by the Supplier with the Customer shall be governed exclusively by formal and substantive Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods and other conflict-of-law rules.

17. General

Sollten einzelne Bestimmungen dieser AGB unwirksam sein, wird hierdurch der übrige Inhalt der AGB nicht berührt. Should individual provisions of these GTC be invalid, this shall not affect the remaining content of the GTC. If gaps arise, the contracting parties undertake to agree on a provision that comes as close as possible to the economic result of the invalid provision.

The assignment of claims of the customer requires the written consent of the supplier to be effective. For its part, the supplier is entitled to assign its claims.

Acts or omissions of the manufacturer, the sub-supplier or the carrier are not attributable to the supplier.

The customer gives his consent to his data being stored and processed by the supplier with the aid of automation.

The customer gives his consent that an enquiry may be made to the trade credit registry of the Kreditschutzverband von 1870. Furthermore, he agrees that in the event of his default in payment all data will be transmitted to the commercial credit register and made accessible to third parties by the latter.

Plans, sketches and other technical documents as well as brochures, catalogues, pictorial material, samples and the like shall remain the intellectual property of the supplier. This also applies if they are available online. Any use, reproduction, publication or distribution requires the express prior written consent of the supplier. In the absence of such consent and if only one of the aforementioned types of use is present, the supplier shall be entitled to charge a one-off amount of 25 % of the planning or

production costs or the cost estimate sum, irrespective of whether the infringed work is a work under the Copyright Act (UrhG) or not.